Terms of Service

By browsing this website, scheduling architecture consultations, accessing client staging portals, or executing a Statement of Work (SOW) or Master Services Agreement (MSA), you unequivocally acknowledge that you have read, understood, and agreed to be legally bound by these Terms.

If you are entering into these Terms on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you possess full legal authority to bind such entity. If you lack such authority or do not agree with any provision herein, you must immediately cease all access and use of our services.

Empire Dots provides elite software engineering, autonomous AI workflows, cloud architecture design, and technical strategy consulting. All client engagements are governed by specific work orders:

• Order of Precedence: In the event of a direct conflict between these Terms and an executed Statement of Work (SOW) or Master Services Agreement (MSA) signed by authorized representatives of both parties, the executed SOW/MSA shall take legal precedence regarding the specific engagement.
• Milestone Deliverables & Acceptance: Client deliverables shall be reviewed against agreed written specifications. The Client shall have ten (10) business days from delivery notification to inspect and report any material non-conformities in writing. Failure to provide written notice within this period constitutes final and irrevocable acceptance.
• Change Control: Any request to alter project scope, architecture, timelines, or technology stacks requires a mutually executed written Change Order detailing cost and timeline adjustments.

We believe in absolute intellectual property clarity and client sovereignty:

• Custom Client Deliverables: Conditioned upon full payment of all corresponding invoices, Empire Dots assigns to the Client all right, title, and interest in and to the custom software code, application logic, and architectural artifacts specifically created for the Client under an executed SOW ("Work Product").
• Pre-Existing Tools & Background IP: Empire Dots retains ownership of its proprietary pre-existing software, developer accelerators, boilerplate frameworks, and general algorithms ("Background IP"). Empire Dots grants Client a perpetual, worldwide, non-exclusive, royalty-free license to utilize such Background IP solely as integrated within the delivered Work Product.
• Third-Party & Open Source Components: Deliverables may incorporate third-party open-source libraries. Such software remains governed strictly by its respective open-source licensing terms (e.g., MIT, Apache 2.0).
• Zero AI Model Contamination: Empire Dots warrants that Client proprietary code, algorithms, database schemas, and private training sets are never submitted to public foundational AI models or used to train models across other client engagements.

Each party ("Receiving Party") agrees to protect and maintain the confidentiality of all non-public technical data, source code, designs, and business information disclosed by the other party ("Disclosing Party") with the same standard of care used for its own confidential property (and not less than reasonable care).

Confidential information shall not include information that: (a) becomes publicly known through no breach of the Receiving Party; (b) is already known prior to disclosure; (c) is independently developed without reference to the Disclosing Party's confidential information; or (d) is required to be disclosed under valid legal or regulatory process, provided prompt written notice is given where legally permissible.

Unless expressly stated otherwise in an executed Statement of Work:

• Payment Terms: Invoices are payable within the net terms stated on each invoice (default Net 14 from issuance) in the designated contractual currency via approved electronic funds transfer.
• Delinquency & Suspension: Invoices overdue by more than fourteen (14) days accrue interest at the rate of 1.5% per month (or the maximum statutory limit permitted by law, whichever is lower). Empire Dots reserves the right to suspend development sprints, withhold staging deployment access, and pause deliverables until all delinquent sums are paid in full.
• Taxes: All fees are exclusive of applicable federal, state, local, value-added (VAT), or sales taxes, which remain the sole responsibility of the Client (excluding taxes based on Empire Dots' net corporate income).

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EMPIRE DOTS PROVIDES ITS WEBSITES, CONSULTATIONS, DEMONSTRATIONS, AND UNMANAGED CODE SAMPLES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

EMPIRE DOTS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM INTEGRATION, QUIET ENJOYMENT, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT WEBSITE OPERATION WILL BE CONTINUOUS, UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ALL CODING DEFECTS CAN OR WILL BE CORRECTED WITHOUT AUTHORIZED SERVICE CONTRACTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EMPIRE DOTS GLOBAL, ITS DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA CORRUPTION, SYSTEM DOWNTIME, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR THIRD-PARTY CLOUD INFRASTRUCTURE EXPENSES, ARISING FROM OR RELATING TO THESE TERMS OR THE USE OF OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EMPIRE DOTS' AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, OR ASSOCIATED SERVICES SHALL AT ALL TIMES BE CAPPED AT AND LIMITED TO THE GREATER OF: (A) ONE HUNDRED UNITED STATES DOLLARS ($100 USD); OR (B) THE TOTAL FEES ACTUALLY RECEIVED BY EMPIRE DOTS FROM YOU FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

You agree to defend, indemnify, and hold harmless Empire Dots Global, its affiliates, licensors, directors, officers, and employees from and against any third-party claims, liabilities, damages, losses, and reasonable legal expenses (including attorneys' fees) arising out of or related to:

• Your violation of these Terms or applicable international, federal, state, or local laws;
• Any data, source code, specifications, or proprietary materials provided by you that infringe or misappropriate any patent, copyright, trademark, trade secret, or privacy rights of a third party;
• Your unauthorized modification, reverse engineering, or misuse of deliverables outside agreed SOW specifications.

These Terms, and all claims or controversies arising out of or relating to them, shall be governed by, construed, and enforced in accordance with the substantive laws applicable to Empire Dots Global's jurisdiction, excluding its principles of conflicts of law and the UN Convention on Contracts for the International Sale of Goods (CISG).

Any dispute, claim, or controversy arising out of or relating to these Terms shall first be submitted to mandatory good-faith executive negotiations for thirty (30) days. Any unresolved dispute shall be settled by binding arbitration conducted under recognized commercial arbitration rules. Both parties waive any right to participate in class actions or representative lawsuits against one another.

Empire Dots Global reserves the right, at its sole and absolute discretion, to revise, supplement, update, or modify these Terms of Service at any time without prior individual notice. Any modifications become immediately effective upon being posted on this website, evidenced by the revised "Effective Date" at the top.

It remains your ongoing responsibility to periodically review this page for updates. Your continued access to our websites, client repositories, portals, or services following the posting of changes constitutes full, binding, and irrevocable acceptance of the modified Terms of Service.